June 1, 2016
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: | Loan Lauren P. Nguyen |
H. Roger Schwall
Anuja A. Majmudar
Re: | MULTI PACKAGING SOLUTIONS INTERNATIONAL LTD |
Registration Statement on Form S-1 (File No. 333-211402)
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), we hereby join Multi Packaging Solutions International Ltd. (the “Company”) in requesting that the effective date for the registration statement referred to above be accelerated so that it will be declared effective at 12:00 p.m. Eastern Time on June 2, 2016 or as soon as possible thereafter.
In connection with this acceleration request and pursuant to Rule 460 under the Act, we wish to advise you that we have effected the following distribution of the Company’s preliminary prospectus dated May 24, 2016 through the date hereof:
Preliminary Prospectus dated May 24, 2016
4,120 copies to prospective underwriters, institutional investors, dealers and others.
The undersigned further advise you that they have complied and will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, in connection with the above-described offering.
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Very truly yours, Merrill Lynch, Pierce, Fenner & Smith Incorporated Barclays Capital Inc. Citigroup Global Markets Inc. As Representatives of the several Underwriters |
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MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED |
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By: | | /s/ Richard A. Diaz |
| | Name: Richard A. Diaz |
| | Title: Authorized Signatory |
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BARCLAYS CAPITAL INC. |
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By: | | /s/ Victoria Hale |
| | Name: Victoria Hale |
| | Title: Vice President |
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CITIGROUP GLOBAL MARKETS INC. |
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By: | | /s/ Ben DiFabio |
| | Name: Ben DiFabio |
| | Title: Managing Director |
[Signature Page to Acceleration Request]